Your Directors are pleased to present their report on business and operations of your Company for the year ended March 31, 2024.

Financial Results

(g in million)

Standalone Consolidated

Performance Review

Consolidated Revenue from Operations was g 200108.2 million, higher by 20.2% over FY 2022-23. International business contributed 64.6%. Consolidated profit before tax was g 24222.7 million. Profit after tax was g 19144.8 million as against g 4300.8 million in FY 2022-23. Earnings per share (Basic) stood at g 42.05 as against g 9.46 in FY 2022-23.

Dividend

Your Directors are pleased to recommend dividend of 400% (g 8/- per equity share). The total dividend amount is g 3646 million.

In compliance with Regulation 43A(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy has been hosted on the website of the Company www.lupin.com, web link for which is https://www.lupin.com/wp-content/ uploads/2021/04/dividend-distribution-policy.pdf.

Share Capital

During the year, the paid-up share capital of the Company increased by g 1.4 million, consequent to the allotment of 697573 equity shares of g 2 /-each, to eligible employees of the Company and its subsidiaries upon exercising vested options under various stock option plans. The paid-up equity share capital as on March 3l, 2024 was g 911.4 million.

Credit Rating

ICRA Limited ('ICRA') re-affirmed the rating 'A1 ' (pronounced 'ICRA A one plus') for the Company's bank credit facilities of g 30000 million, which indicates very strong degree of safety regarding timely payment of financial obligations.

Subsidiary Companies/Joint Venture

As on March 31, 2024, the Company had 31 subsidiaries and a joint venture.

As part of restructuring, Bellwether Pharma Pty Ltd., Australia, was liquidated, effective June 11, 2023.

As part of business expansion, 'Lupin Atharv Ability Limited' and 'Lupin Manufacturing Solutions Limited', were incorporated as wholly owned subsidiaries of the Company, on July 17, 2023 and July 24, 2023, respectively.

Lupin Manufacturing Solutions Limited, was incorporated to undertake business of manufacture, sale, export and import of all types of Active Pharmaceutical Ingredients ('APIs')/ intermediates, fermentation and undertaking contract development and manufacturing activities. Vide Business Transfer Agreement, the Company carved-out two of its API manufacturing sites situate at Dabhasa and Visakhapatnam and select R&D operations, including fermentation, at Lupin Research Park, Pune, to Lupin Manufacturing Solutions Limited.

It was decided to carve-out the generics business in India along with rights, titles, interests, liabilities and obligations into a separate entity as a going concern on slump sale basis, by way of Business Transfer Agreement. Accordingly, the name of 'Lupin Atharv Ability Limited' was changed to 'Lupin Life Sciences Limited'.

In September 2023, the Company acquired Medisol S.A.S., France and Lymed S.A.S., France, which specialize in generics injectables and are engaged in developing and commercializing its products, in pharmacies and hospitals in France.

In terms of the first proviso to Section 129(3) of the Companies Act, 2013 ('Act') and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance and financial position of each subsidiary and joint venture are given in Form No. AOC - 1 as Annexure 'A' to this Report. As stipulated under Section 136 of the Act, financial statements of subsidiaries and joint venture are available for inspection by Members at the registered office of the Company during business hours. The Company shall provide free of cost a copy of the financial statements of its subsidiaries and joint venture to Members upon their request. The said financial statements are also available on the Company's website www.lupin.com.

In compliance with Regulation 46(2)(h) of the Listing Regulations, policy for determining material subsidiaries has been hosted on the Company's website www.lupin.com, web link for which is https:// www.lupin.com/wp-content/uploads/2021/04/ policy-for-determining-material-subsidiaries. pdf. Nanomi B.V., the Netherlands ('Nanomi'), Lupin Atlantis Holdings SA, Switzerland ('LAHSA') and Lupin Pharmaceuticals, Inc., USA ('LPI'), are wholly owned material subsidiaries of the Company. Pursuant to Regulation 24(1) of the Listing Regulations, Mr. Mark D. McDade, Independent Director, is on the Board of Nanomi and Mr. Jean-Luc Belingard, Independent Director, is on the Boards of LAHSA and LPI.

Integrated Report

Integrated report is an effective tool to explore value creation by focusing on Company's strategy, performance and governance based on six forms of capital i.e. financial capital, human capital, manufacturing capital, social capital, intellectual capital and natural capital. It provides the stakeholders financial and non-financial information of the Company and helps them to get a better understanding of the current position and long-term perspective of the Company and take well-informed decisions. The Integrated Report focuses on driving authentic, comprehensive and meaningful information covering all aspects of the Company's performance.

Management Discussion and Analysis

As stipulated by Regulation 34(3) read with Schedule V(B) of the Listing Regulations, Management Discussion and Analysis forms part of the Integrated Report.

Corporate Governance Report

Your Directors reaffirm their continued commitment to adhere to the best standards of corporate governance and ethical practices. In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a report on Corporate Governance forms part of the Integrated Report.

As stipulated by Schedule v(e) of the Listing Regulations, Auditors' certificate confirming

compliance with the conditions of corporate governance is annexed to the Corporate Governance Report.

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ('BRSR') forms part of the Integrated Report. An assurance of BRSR Core by DNV Business Assurance India Private Limited is annexed to the Integrated Report.

Corporate Social Responsibility

The Company channels its Corporate Social Responsibility ('CSR') efforts through Lupin Human Welfare and Research Foundation ('LHWRF'), its dedicated social responsibility arm. Founded by Dr. Desh Bandhu Gupta, the Company's founder Chairman, LHWRF aims to assist the underprivileged, particularly in the most marginalized regions of India with its 'Livelihoods' and 'Lives' programs. Over the past 35 years, LHWRF has reached out to over 1.57 million beneficiaries in more than 4771 villages across eight states in India, bringing about positive changes in the lives and livelihoods of communities. A detailed write-up on Company's initiatives towards CSR forms part of the Integrated Report.

The CSR Policy, approved by the Board of Directors, has been hosted on the Company's website www.lupin.com. Details of CSR activities undertaken by the Company are given in Annexure 'B' to this Report.

Directors' Responsibility Statement

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm that, to the best of their knowledge and belief: -

i) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state

of affairs of your Company at the end of the financial year March 31, 2024 and of the profit of your Company for the year;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements have been prepared on a going concern basis;

v) they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate anc operating effectively.

Directors

In accordance with the provisions of Section 152 of the Act, Mr. Nilesh D. Gupta (DIN: 01734642), Managing Director, retires by rotation at the ensuing Annual General Meeting ('AGM') and is eligible for re-appointment.

Mr. Nilesh D. Gupta, is a Chemical Engineer from the University Department of Chemical Technology (UDCT), Mumbai and a graduate with honors from the Wharton School, University of Pennsylvania,

USA, where he specialised in healthcare, strategic management and finance. Mr. Gupta has been instrumental in formulating and executing the core strategy that has helped the Company emerge as a global specialty and complex generics pharmaceutical powerhouse. Mr. Gupta is a Member of the Audit Committee, Stakeholders' Relationship Committee, CSR Committee, Risk Management Committee and Strategy Committee of the Company.

In compliance with Regulation 17(1A) of Listing Regulations, at the 41^st AGM held on August 3, 2023, the Members, vide Special Resolution, approved the continuation of directorship of Mr. Jean-Luc Belingard. Independent Director of the Company, who attained the age of 75 years on October 28, 2023.

The Board at its meeting held on May 6, 2024, appointed Mr. Jeffrey Kindler (DIN: 10592395) and Mr. Alfonso Zulueta (DIN: 10597962) as Additional Directors in the category of Non-executive, Independent Directors of the Company. Approval of Members for their appointments will be sought by way of Special Resolutions at the ensuing AGM.

Mr. Jeffrey Kindler has completed a Bachelor of Arts degree (Summa cum Laude) from Tufts University, USA and a Juris Doctor degree (Magna cum Laude) from Harvard Law School, USA. He served as a law clerk to Justice William J. Brennan, Jr. of the United States Supreme Court. Mr. Kindler is an experienced healthcare executive, investor and advisor. He brings over four decades of business experience and has held leadership positions at some of the world's most recognized companies including Pfizer where he served as Chairman & Chief Executive Officer, as well as McDonald's Corporation and General Electric Company. Before that, Mr. Kindler was a partner at the law firm of Williams & Connolly He is currently CEO of Centrexion Therapeutics, a privately held biotechnology company and a Senior Advisor to Blackstone. Mr. Kindler has a deep understanding of multinational corporate matters including regulations, litigations, compliance, crisis management, brand, franchise management, executive leadership and mergers & acquisitions. Mr. Alfonso Zulueta completed an Economics undergraduate degree from De LA Salle University,

Manila, where he was conferred the 2023 Outstanding Alumnus Award. He received MBA degree in Marketing/Finance from University of Virginia, USA. Mr. Zulueta spent over three decades in various roles of increasing responsibility with Eli Lilly and Company, a global pharmaceutical company, including as Vice President of Global Marketing, President of Global Oncology and Critical I Care Products and most recently, as President of International responsible for all geographies outside the United States and Canada. He also served as a corporate officer and member of Eli Lilly and Company's Executive Committee. Mr. Zulueta previously served as member of the board of the European Federation of Pharmaceutical Industries and Associations and the U.S.-Japan Business Council.

In terms of the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, Mr. Kindler and Mr. Zulueta possess integrity, expertise and experience which shall benefit the Company. By virtue of their extensive experience and exposure in the global pharma industry, Mr. Kindler and Mr. Zulueta were exempted from appearing for the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs.

During the year, seven Board meetings were held on May 9, 2023, August 3, 2023, September 11, 2023, November 8, 2023, December 7, 2023, February 7, 2024 and March 22, 2024. Particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms part of the Integrated Report.

Board Evaluation

An annual performance evaluation of the Board, its committees and of individual directors was carried out by the Board after seeking inputs from all Directors, in terms of provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014. In compliance with Regulation 17(10) of the Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated. In a separate meeting of the Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated. Performance of Directors was evaluated based on monitoring corporate governance practices and introducing internationally accepted best practices to address business risks. Weightage was given to active involvement in long-term strategic planning and participation in Board/Committee

meetings. The evaluation process focused on board dynamics, softer aspects, flow of information to the Board/Committees and effectiveness of Board Committees.

Performance of Committees was evaluated after considering various aspects such as composition of Committees, effectiveness of Committee meetings, frequency and adequacy of time allocated for discussions at meetings, attendance and participation, fulfillment of functions assigned to the Committees, etc. Performance of individual Directors was reviewed on the basis of criteria viz. qualifications, responsibilities shouldered, leadership qualities, analytical skills, knowledge, meaningful contributions at meetings, attendance, preparedness on the issues discussed. Parameters such as initiative, understanding the business environment/strategic issues, independent judgement were also taken into account.

Audit Committee

The Audit Committee comprises Dr. Punita Kumar-Sinha (Chairperson), Mr. K. B. S. Anand, Independent Directors and Mr. Nilesh D. Gupta, Managing Director. Mr. R. V. Satam, Company Secretary, acts as the Secretary of the Committee. The functions performed by the Committee, particulars of meetings held and attendance thereat of the Members at the said meetings are mentioned in the Corporate Governance Report, which forms part of the Integrated Report. All recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Policy

In Compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations and as recommended by the Nomination and Remuneration Committee ('NRC'), the Board formulated a Nomination and Remuneration Policy. The policy covers remuneration of directors, key managerial personnel and senior management and lays down philosophy, guiding principles and basis for recommending payment of their remuneration.

It includes criteria for determining qualifications, positive attributes and independence of directors.

In terms of the policy, the NRC evaluates balance of skills, knowledge and experience of independent directors and recommends them to the Board for appointment. The functions of the NRC are mentioned in the Corporate Governance Report, which forms part of the Integrated Report. In terms of proviso to Section 178(4) of the Act, the policy has been hosted on the Company's website www.lupin. com, web link for which is https://www.lupin.com/ wp-content/uploads/2023/04/nomination-and-remuneration-policy-LL-2023.pdf.

Related Party Transactions

No related party transactions entered into by the Company conflicted with the interest of the Company. All related party transactions entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis in accordance with the Act and Rules made

thereunder and the Listing Regulations. Material related party transactions were entered into by the Company only with its wholly owned subsidiaries.

In compliance with the Act and Listing Regulations, the Audit Committee periodically reviews and approves related party transactions. As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of particulars of contracts/arrangements entered into by the Company with related parties are given in Form No. AOC - 2, as Annexure 'C' to this Report. Apart from payment of sitting fees and commission, there is no pecuniary transaction with any Director, which had potential conflict of interest with the Company. As mandated by Regulation 46(2)(g) of the Listing Regulations, the policy on 'Related party transactions and materiality of related party transactions', as approved by the Board is hosted on the Company's website www.lupin.com and web link for the same is https://www.lupin.com/wp-content/ uploads/2022/03/rpt-policy-03-02-2022.pdf.

Risk Management

In compliance with Regulation 21 of the Listing Regulations, Risk Management Committee comprises of Ms. Vinita Gupta, Chief Executive Officer, Mr. Nilesh D. Gupta, Managing Director, Mr. Ramesh Swaminathan, Executive Director, Global CFO & CRO and Head - Corporate Affairs, and Mr. Mark D.

McDade and Mr. Jeffrey Kindler, Independent Directors. Roles, responsibilities and functions of the Committee have been defined by the Board. Terms of reference of the Committee, details of meetings held and attendance thereat are mentioned in the Corporate Governance Report, which forms part of the Integrated Report Mr. Ramesh Swaminathan is appointed as Chief Risk Officer who brings to the table a more nuanced understanding and blend of both ESG and business as also drives the ESG integration and adoption across the Company.

The Risk Management framework of the Company essentially comprises of two elements i.e. risk enabled performance management process adopting the value-based driver tree approach and risk management structure. The Company has established robust and structured mechanism for identifying, classifying, prioritising, reporting and mitigation of risks. It is applicable to all business units, functions, geographies and departments within the Company. The Risk Management framework compliments and does not replace other existing programs, such as those relating to emission, quality and compliance matters.

Particulars of loans/guarantees/investments/ securities

Pursuant to the provisions of Section 134(3)(g) of the Act, particulars of investments made, loans and guarantees given and securities provided under Section 186 of the Act are disclosed in the notes to the financial statements forming part of the Integrated Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In compliance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, information as regards conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure 'D' to this Report.

Human Resources

Employees being the most valuable assets, it is responsibility of the Company to provide support and care to all its employees. All policies, systems, technologies and business functions of the Company are aligned with the best industry standards. The Company's people-first approach providing best-in-class work environment and advanced learning initiatives were the key drivers to provide a transparent, diverse and professional work environment to all its employees.

The Prevention of Sexual Harassment Policy provides a safe working environment and prohibits any form of sexual harassment against any employee. The policy goes beyond the legal ambit of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and covers all genders. It also addresses the requirements of prevention, prohibition and redressal of sexual harassment of women at the workplace as mandated by law.

The Company has constituted an Internal Complaints Committee, as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Employees are regularly sensitized about matters pertaining to prevention of sexual harassment.

Employees Stock Options

As stipulated by Regulation 14(b) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 details of stock options as on March 31, 2024, are given in Annexure 'E' to this Report.

Vigil mechanism/whistleblower policy

Over the years, your Company has strictly abided to well-accepted norms of ethical, lawful and moral conduct and has established a reputation for doing business with integrity. It has zero tolerance for any form of unethical behaviour. Pursuant to Sections 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has in place a robust Vigil mechanism/ Whistleblower policy for directors and employees to report concerns, details of which are covered in the Corporate Governance Report which forms part of the Integrated Report. As mandated by Regulation 18(3) read with Schedule II Part c(18) of the Listing Regulations, the Audit Committee reviews the functioning of the Vigil mechanism/Whistleblower policy. No person has been denied access to the Chairperson of the Audit Committee. Directors and employees are at liberty to report unethical

practices and raise their concerns to the office of the Ombudsperson without any fear of retaliation or retribution. During the year, the Ombudsperson received 37 complaints, mostly of minor nature, which were investigated/examined by teams of strategic business unit heads/officers appointed by the Ombudsperson and are swiftly redressed. No complaints were pending at the end of year. The office of the Ombudsperson has official authority to receive, respond and investigate all offences within the scope of this policy.

The Vigil mechanism/Whistleblower policy is hosted on the Company's website www.lupin.com and web link for the same is https://www.lupin.com/wp-content/ uploads/2022/02/Whistleblower-Policy-Website.pdf.

Particulars of employees remuneration

In compliance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of remuneration of employees required to be disclosed, are given in Annexure 'F' to this Report. Statement containing particulars of remuneration of employees, for the year ended March 31, 2024, required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report. The same shall be provided to Members upon written request pursuant to second proviso of Rule 5. As stipulated by Section 136(2) of the Act, particulars of remuneration of employees are available for inspection by Members at the Registered office of the Company during business hours on all working days up to the date of the ensuing AGM.

Auditors

The Company continues to have unqualified audit reports.

Members re-appointed B S R & Co. LLP, Chartered Accountants (Firm Reg. No. 101248W/W-100022), as auditors of the Company, at the 39^th AGM held on August 11, 2021, for a second successive term of five years from the conclusion of the 39^th AGM till the conclusion of the 44^th AGM.

In terms of provisions of Section 141 of the Act, the Company has received a certificate from B S R & Co. LLP, certifying that their appointment is in compliance with the conditions prescribed by the said Section.

Internal Audit

Internal audit of the Company's operations is carried out by in-house corporate internal audit team. The strength of the in-house corporate internal audit team is adequate to undertake audit function. Internal audit findings are discussed at the Audit Committee meetings and corrective actions taken. Local chartered accountant firms regularly conduct audits of Carrying & Forwarding Agents and Central Warehouses of the Company in India. Services of external auditors/specialist firms are availed for undertaking special audit assignments, as required.

Cost Audit

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014 and as recommended by the Audit Committee, the Board of Directors, at its meeting held on May 9, 2023, appointed Mr. S. D. Shenoy, practising cost accountant (FCMA No. 8318), as Cost Auditor, to conduct cost audit for the year ended March 31, 2024. Mr. Shenoy is a Cost Accountant as defined under Section 2(1)(b) of the Cost and Works Accountant Act, 1959 and holds a valid certificate of practice. Mr. Shenoy confirmed that he is free from the disqualifications specified in Section 141 read with Sections 139 and 148 of the Act and that his appointment meets the requirements prescribed in Sections 141(3)(g) and 148 of the Act. Mr. Shenoy also confirmed that he was independent, maintained an arm's length relationship with the Company and that no orders or proceedings were pending against him relating to matters of professional conduct before the Institute of Cost Accountants of India or any competent court/ authority.

In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to Mr. Shenoy, for conducting cost audit for the year ended March 31, 2024, was ratified by Members, by passing an ordinary resolution at the 41^st AGM held on August 3, 2023.

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

In terms of Section 148(6) of the Act read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, the cost audit report, in Form No. CRA-4 (in XBRL mode), for the year ended March 31, 2023, was filed with the Ministry of Corporate Affairs, on October 19, 2023, well within the prescribed time. The Company continues to have unqualified cost audit reports.

Secretarial Audit and Annual Secretarial Compliance Reports

The Board of Directors, at its meeting held on May 9, 2023, appointed Ms. Neena Bhatia, practising company secretary (FCS No. 9492 CP. No. 2661), to undertake Secretarial Audit and issue Annual

Secretarial Compliance Report for the year ended March 31, 2024.

As stipulated by Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 6, 2024, took on record, the Secretarial Audit Report (Form No. MR.3), for the year ended March 31, 2024, which is enclosed as Annexures 'G' and 'G-1' to this Report. The Company continues to have an unqualified Secretarial Audit Report.

Pursuant to Regulation 24A(2) of the Listing Regulations, the Board, at its meeting held on May 6, 2024, took on record the Annual Secretarial Compliance Report for the year ended March 31, 2024. The Report is in the format suggested by The Institute of Company Secretaries of India ('ICSI'). It confirms that the Company has maintained proper records as mandated by various Rules and Regulations and that, no action has been taken against the Company or its material subsidiaries or promoters/directors by SEBI/ BSE/NSE. The Company shall disseminate the Report on the websites of BSE and NSE within the prescribed time.

Compliance with Secretarial Standards

The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2), issued by the ICSI.

Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for the financial year ended March 31, 2024, has been hosted on the Company's website www. lupin.com and web link for the same is https://www. lupin.com/investors/reports-filings/.

Acknowledgements

Your directors convey a sense of high appreciation to all employees of the Company for their commitment, hard work, continued dedication and significant contributions. They acknowledge the whole-hearted support and co-operation received from various departments of the Central/State governments, banks, financial institutions, business associates, local bodies/associations, analysts, stakeholders, suppliers, distributors, medical professionals and customers.

For and on behalf of the Board of Directors

Manju D. Gupta

Chairman

(DIN: 00209461)

Mumbai, May 6, 2024